REPRESENTATIONS AND WARRANTIES CONCERNING. THE PURCHASED ASSETS 19 Section 4.1 Representations and Warranties Concerning the Purchased Assets 19 ARTICLE 5 PRE-CLOSING COVENANTS 25 Section 5 1 Reasonable Efforts 25 Section 5.2 Notices and Consents 25 Section 5.3 Operation of Business 26 Section 5 4 Access to Information 26 Section 5.5 Contact with Customers and Vendors 27 Section 5.6 Schedules 27 Section 5.7 FTZ Subzone Status 27 Section 5.8 Financial Statements 28 ARTICLE 6 OTHER COVENANTS 28 Section 6.1 Further Actions 28 Section 6.2 Retention of and Access to Books and Records 28 Section 6.3 Access to Purchased Assets 29 Section 6.4 Seller’s Name; Removal of Logos and Signs 29 Section 6.5 Employee Matters 30 Section 6.6 Intellectual Property Matters 30 Section 6.7 Release and Replacement of Bonds, Guaranties, etc. 30 Section 6.8 WARN Act 31 Section 6.9 Environmental Matters 31 Section 6.10 Xxxxxx 32 Section 6.11 Vehicles 32 Section 6.12 Pipelines 32 Section 6.13 Casualty and Condemnation 33 Section 6.14 Title Insurance 34 i Highly Confidential Section 6.15 Shared Spare Part 34 ARTICLE 7 CONDITIONS PRECEDENT 35 Section 7.1 Conditions to Obligation of the Buyer 35 Section 7.2 Conditions to Obligation of the Seller 36 ARTICLE 8 REMEDIES FOR BREACHES OF AGREEMENT 36 Section 8.1 Survival of Representations, Warranties and Certain Covenants 36 Section 8.2 Indemnification Provisions for Benefit of the Buyer 37 Section 8.3 Indemnification Provisions for Benefit of the Seller 37 Section 8.4 Limitations of Liability 38 Section 8.5 Exclusive Remedy 38 Section 8.6 Matters Involving Third Parties 38 Section 8.7 Procedures 39 Section 8.8 Determination of Amount of Adverse Consequences 40 Section 8.9 Limitation of Damages 40 Section 8.10 Tax Treatment of Indemnity Payments 40 Section 8.11 Specific Performance 40 ARTICLE 9 TERMINATION OF AGREEMENT 41 Section 9.1 Termination of Agreement 41 Section 9.2 Effect of Termination 42 ARTICLE 10 TAX MATTERS 42 Section 10.1 Filing of Tax Returns and Payment of Taxes 42 Section 10.2 Straddle Period Taxes 42 Section 10.3 Ohio Combined State, County and Local Sales Taxes 43 Section 10.4 Transfer Taxes 43 Section 10.5 Assistance and Cooperation 43 Section 10.6 Access to Information 43 Section 10.7 Tax Indemnity 44 Section 10.8 Tax Indemnity Claims 44 Section 10.9 Tax Refunds 44 Section 10.10 Certification of Nonforeign Status 45 Section 10.11 Non-Ohio Sales Taxes 45 ARTICLE 11 MISCELLANEOUS 45 Section 11.1 Press Releases and Confidentiality 45 Section 11.2 No Third Party Bene...
REPRESENTATIONS AND WARRANTIES CONCERNING. THE ACQUIRED ENTITIES 10
REPRESENTATIONS AND WARRANTIES CONCERNING. THE TRANSACTION
REPRESENTATIONS AND WARRANTIES CONCERNING the Transaction Except as set forth in the Green Plains Disclosure Schedule, Green Plains and Merger Sub represent and warrant to VBV as follows:
(a) Authorization of Transaction Each of Green Plains and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of Green Plains and Merger Sub, enforceable in accordance with its terms and conditions. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by each of Green Plains and Merger Sub. The Directors of Green Plains have resolved to recommend that the shareholders of Green Plains approve and adopt this Agreement and the Merger, and have directed that such matters be submitted to the shareholders of Green Plains at a duly call meeting thereof.
(b) Shareholder Vote to Approve Transaction A number of votes cast to approve this Agreement and the Merger that exceed the number of votes cast opposing such matters at a duly convened meeting of the shareholders of Green Plains at which a quorum is present is the only Green Plains Shareholder Approval necessary to approve this Agreement and the Merger.
(c) Non-contravention Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Entity to which Green Plains or Merger Sub is subject or any provision of the charter or bylaws of Green Plains or Merger Sub or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Green Plains or Merger Sub is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not have a Material Adverse Effect. Neither Green Plains nor Merger Sub need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governme...
REPRESENTATIONS AND WARRANTIES CONCERNING. [***] hereby represents and warrants to PDI that the representations and warranties set forth on Exhibit B attached hereto are true and correct. The inclusion of any information in any section of the exhibits hereto or any other document delivered by [***] pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
REPRESENTATIONS AND WARRANTIES CONCERNING. THE COMPANY
REPRESENTATIONS AND WARRANTIES CONCERNING. THE BUYER GROUP Parent and GSI UK, jointly and severally, represent and warrant to the Company and Seller that each of the statements contained in this Article IV is true and correct. Except for the representations and warranties expressly set forth in this Article IV, Parent and GSI UK make no other representation or warranty (either express or implied).
4.1 Organization, Power and Standing. Parent is a corporation duly organized, validly existing and in good standing under the laws of New Brunswick, Canada. GSI UK is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom. Each of Parent and GSI UK has full corporate power and authority to own, lease and operate its properties and to carry on its business as such business is now conducted.
REPRESENTATIONS AND WARRANTIES CONCERNING. SELLERS AND THE BUSINESS ------------------------ As an inducement to the execution of this Agreement by Enterprises and the consummation of the transactions contemplated hereunder, Sellers, jointly and severally, hereby represent and warrant to Enterprises as follows as of the date of this Agreement and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES CONCERNING. THE ACQUIRED ENTITIES 6 4.1 Organization 6 4.2 Authorization 6 4.3 Capitalization 7 4.4 Subsidiaries 7 4.5 Absence of Conflicts 7 4.6 Financial Statements 7 4.7 Absence of Undisclosed Liabilities 8 4.8 Absence of Certain Developments 8 4.9 Real and Personal Property 9 4.10 Accounts Receivable 10 4.11 Taxes 11 4.12 Contracts and Commitments 12 4.13 Proprietary Rights 14 4.14 Litigation; Proceedings 15 4.15 Brokerage 15 4.16 Permits 15 4.17 Employee Benefit Plans 15 4.18 Insurance 17 4.19 Officers and Directors; Bank Accounts 17 4.20 Affiliate Transactions 17 4.21 Compliance with Laws 17 4.22 Environmental and Safety Matters 17 4.23 [Reserved] 19 4.24 Employees 19 4.25 Powers of Attorney 19 4.26 Indebtedness 20 4.27 Customers and Suppliers 20 4.28 Cash 20
REPRESENTATIONS AND WARRANTIES CONCERNING the Transaction the ------------------------------------------------------------- Transaction. -----------
